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                                                                  CONFORMED COPY




                             AMENDMENT NO. 1 dated as of September 30, 1999
                       (this "Amendment"), to the CREDIT AGREEMENT dated as of
                       July 16, 1998, among ISPAT INLAND, L.P., a Delaware
                       limited partnership (the "Borrower"), ISPAT INLAND INC.,
                       a Delaware corporation formerly named Inland Steel
                       Company ("Inland"), BURNHAM TRUCKING COMPANY, INC, a
                       Delaware corporation ("Burnham"), INCOAL COMPANY, a
                       Delaware corporation ("Incoal"), the Lenders (as defined
                       in Article I), and CREDIT SUISSE FIRST BOSTON, a bank
                       organized under the laws of Switzerland, acting through
                       its New York branch, as issuing bank (in such capacity,
                       the "Issuing Bank"), and as administrative agent (in such
                       capacity, the "Administrative Agent") and as collateral
                       agent (in such capacity, the "Collateral Agent") for the
                       Lenders.


         A.     Pursuant to the Credit Agreement, the Lenders and the Issuing
Bank have extended credit to the Borrower.

         B.     The Borrower has requested that the Required Lenders agree to
amend the Credit Agreement, as provided herein, to increase from $5,000,000 to
$10,000,000 the annual amount that may be paid by Inland to IINV or its
subsidiaries as management fees.

         C.     The Required Lenders are willing so to amend the Credit
Agreement, pursuant to the terms and subject to the conditions set forth herein.

         D.     Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreement.

         Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:

         SECTION 1.  Amendment.  Section 6.06 of the Credit Agreement is hereby
amended by deleting the amount "$5,000,000" set forth in clause (c) thereof and
substituting therefor the amount "$10,000,000".

         SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrower, Inland, Burnham and Incoal
represent and warrant to each of the Lenders, the Administrative Agent, the
Issuing Bank and the Collateral Agent that, after giving effect to this
Amendment, (a) the representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects on and as of
the date hereof, except to the extent such representations



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                                                                               2

and warranties expressly relate to an earlier date, and (b) no Default or Event
of Default has occurred and is continuing.

         SECTION 3. Effectiveness. This Amendment shall become effective as of
the date first written above on the date on which the Administrative Agent shall
have received counterparts of this Amendment that, when taken together, bear the
signatures of the Borrower, the Guarantors, the Required Lenders and the
Administrative Agent.

         SECTION 4. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Issuing Bank, the Collateral Agent or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle any Loan Party to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein. After the date hereof, any
reference to the Credit Agreement shall mean the Credit Agreement, as modified
hereby. This Amendment shall constitute a "Loan Document" for all purposes of
the Credit Agreement and the other Loan Documents.

         SECTION 5. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.

         SECTION 6. Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. Headings.  The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.

         SECTION 8. Expenses.  The Borrower agrees to reimburse the
Administrative Agent for all out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.



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                                                                               3

         SECTION 9. Acknowledgment of IINV. IINV hereby acknowledges receipt and
notice of, and consents to the terms of, this Amendment.


                IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.


                                ISPAT INLAND, L.P.,

                                by  9064-4816 QUEBEC, INC., its general partner,

                                     by  /s/ Richard Leblanc
                                         --------------------------------------
                                         Name:    Richard Leblanc
                                         Title:   Secretary

                                ISPAT INLAND INC.,

                                     by  /s/ Peter D. Southwick
                                         --------------------------------------
                                         Name:    Peter D. Southwick
                                         Title:   Executive Vice President

                                BURNHAM TRUCKING COMPANY, INC.,

                                     by  /s/ Daniel J. Cornillie
                                         --------------------------------------
                                         Name:    Daniel J. Cornillie
                                         Title:   President

                                INCOAL COMPANY,

                                     by  /s/ Daniel J. Cornillie
                                         --------------------------------------
                                         Name:    Daniel J. Cornillie
                                         Title:   Vice President

                                ISPAT INTERNATIONAL N.V.,

                                     by  /s/ Lakshmi N. Mittal
                                         --------------------------------------
                                         Name:    Lakshmi N. Mittal
                                         Title:   Chief Executive Officer

                                         /s/ Johannes Sittard
                                         --------------------------------------
                                         Name:    Johannes Sittard
                                         Title:   President and Chief Operating
                                                  Officer




<PAGE>   4
                                                                               3

                              CREDIT SUISSE FIRST BOSTON, individually,
                              and as Administrative Agent, Collateral Agent and
                              Issuing Bank,

                                   by  /s/ Robert Hetu
                                       -----------------------------------------
                                       Name:    Robert Hetu
                                       Title:   Vice President

                                   by  /s/ Joel Dowski
                                       -----------------------------------------
                                       Name:    Joel Dowski
                                       Title:   Managing Director

                              AERIES FINANCE-II LTD,

                              BY:  INVESCO SENIOR SECURED
                              MANAGEMENT, INC., as Sub-Managing Agent,

                                   by  /s/ Gregory Stoeckle
                                       -----------------------------------------
                                       Name:    Gregory Stoeckle
                                       Title:   Authorized Signatory


                              BANK POLSKA KASA OPIEKI SA,

                                   by  /s/ Harvey Winter
                                       -----------------------------------------
                                       Name:    Harvey Winter
                                       Title:   Vice President

                              BANKBOSTON,

                                   by  /s/ Todd Dahlstrom
                                       -----------------------------------------
                                       Name:    Todd Dahlstrom
                                       Title:   Managing Director

                              BOEING CAPITAL CORPORATION,

                                   by  /s/ David A. Nelson
                                       -----------------------------------------
                                       Name:    David A. Nelson
                                       Title:   Special Credits Officer

                              CANADIAN IMPERIAL BANK OF
                              COMMERCE,

                                   by  /s/ William M. Swenson
                                       -----------------------------------------
                                       Name:    William M. Swenson
                                       Title:   Authorized Signatory





<PAGE>   5
                                                                               5

                                   COMERICA,

                                        by  /s/ Aurora Battaglia
                                            ------------------------------------
                                            Name:    Aurora Battaglia
                                            Title:   Assistant Vice President

                                   CYPRESSTREE INVESTMENT
                                   MANAGEMENT COMPANY INC.,

                                   As:  Attorney-in-Fact and on behalf of First
                                   Allmerica Financial Life Insurance Company as
                                   Portfolio Manager

                                        by  /s/ Jonathan D. Sharkey
                                            ------------------------------------
                                            Name:    Jonathan D. Sharkey
                                            Title:   Principal

                                   FREEMONT FINANCIAL CORPORATION,

                                        by  /s/ Kannika Viravan
                                            ------------------------------------
                                            Name:    Kannika Viravan
                                            Title:   Vice President

                                   INDOSUEZ CAPITAL FUNDING IIA, LIMITED
                                   INDOSUEZ CAPITAL FUNDING III, LIMITED
                                   INDOSUEZ CAPITAL FUNDING IV, L.P.,

                                   BY:  Indosuez Capital as Portfolio Advisor

                                        by  /s/ Melissa Marano
                                            ------------------------------------
                                            Name:    Melissa Marano
                                            Title:   Vice President

                                   KZH SHOSHONE LLC
                                   KZH RIVERSIDE LLC
                                   KZH III LLC
                                   KZH CYPRESSTREE-1 LLC,

                                        by  /s/ Peter Chin
                                            ------------------------------------
                                            Name:    Peter Chin
                                            Title:   Authorized Agent

                                   MERCANTILE BANCORPORATION,

                                        by  /s/ Gerald S. Kirk
                                            ------------------------------------




<PAGE>   6
                                                                               6

                                         Name:    Gerald S. Kirk
                                         Title:   Vice President

                                ML CLO XII PILGRIM AMERICA (CAYMAN)
                                LTD.,

                                BY:  Pilgrim Investments, Inc. as its investment
                                manager

                                     by  /s/ D. Norrison
                                         ---------------------------------------
                                         Name:    David A. Nelson
                                         Title:   Senior Vice President

                                ML CLO XX PILGRIM AMERICA (CAYMAN)
                                LTD.,

                                BY:  Pilgrim Investments, Inc. as its investment
                                manager

                                     by  /s/ D. Norrison
                                         ---------------------------------------
                                         Name:    David A. Nelson
                                         Title:   Senior Vice President


                                MONUMENT CAPITAL LTD, as Assignee,

                                BY Alliance Capital Management L.P. as
                                Investment Manager

                                BY Alliance Capital Management Corporation, as
                                General Partner

                                     by  /s/ Kenneth G. Ostmann
                                         ---------------------------------------
                                         Name:    Kenneth G. Ostmann
                                         Title:   Vice President

                                MORGAN STANLEY DEAN WITTER PRIME
                                INCOME TRUST,

                                     by  /s/ Peter Gewirtz
                                         ---------------------------------------
                                         Name:    Peter Gewirtz
                                         Title:   Authorized Signatory





<PAGE>   7
                                                                               7

                                    PACIFICA PARTNERS I, LP,

                                    BY:  Imperial Credit Asset Management as its
                                    Investment Manager,

                                         by  /s/ Tom Colwell
                                             -----------------------------------
                                             Name:    Tom Colwell
                                             Title:   Vice President

                                    PACIFIC LIFE CBO 1998-1 LTD.,

                                         by  /s/ Peter S. Fiek
                                             -----------------------------------
                                             Name:    Peter S. Fiek
                                             Title:   Assistant Vice President

                                         by  /s/ Elaine M. Havens
                                             -----------------------------------
                                             Name:    Elaine M. Havens
                                             Title:   Vice President

                                    PACIFIC REDWOOD CBO LTD.,

                                         by  /s/ Lori A. Johnstone
                                             -----------------------------------
                                             Name:    Lori A. Johnstone
                                             Title:   Assistant Vice President

                                         by  /s/ Elaine M. Havens
                                             -----------------------------------
                                             Name:    Elaine M. Havens
                                             Title:   Vice President


                                    PACIFIC SELECT HIGH YIELD,

                                         by  /s/ Lori A. Johnstone
                                             -----------------------------------
                                             Name:    Lori A. Johnstone
                                             Title:   Assistant Vice President

                                         by  /s/ Elaine M. Havens
                                             -----------------------------------
                                             Name:    Elaine M. Havens
                                             Title:   Vice President

                                    THE PRUDENTIAL INSURANCE COMPANY
                                    OF AMERICA,

                                         by  /s/ B. Ross Smead
                                             -----------------------------------
                                             Name:    B. Ross Smead
                                             Title:   Vice President





<PAGE>   8
                                                                               8

                                      PROSPECT STREET INTERNATIONAL FUND
                                      PCC LIMITED-PROSPECT INTERNATIONAL
                                      DEBT STRATEGY FUND, as Assignee,

                                      BY:  PROSPECT STREET STRATEGIC DEBT
                                      MANAGEMENT CO., INC., Investment Advisor

                                           by  /s/ Preston I. Carnes, Jr.
                                               ---------------------------------
                                               Name:    Preston I. Carnes, Jr.
                                               Title:   Vice President

                                           by  /s/ John A. Frabotta
                                               ---------------------------------
                                               Name:    John A. Frabotta
                                               Title:   Director

                                      TEXTRON FINANCIAL CORP.,

                                           by  /s/ Jane M. Lavoie
                                               ---------------------------------
                                               Name:    Jane M. Lavoie
                                               Title:   Assistant Vice President

                                      TRANSAMERICA BUSINESS CREDIT
                                      CORPORATION,

                                           by  /s/ Perry Vavoules
                                               ---------------------------------
                                               Name:    Perry Vavoules
                                               Title:   Senior Vice President


                                      VAN KAMPEN CLO I, LIMITED,

                                      BY:  VAN KAMPEN MANAGEMENT INC., as
                                      Collateral Manager,

                                           by  /s/ Darvin D. Pierce
                                               ---------------------------------
                                               Name:    Darvin D. Pierce
                                               Title:   Vice President

                                      VAN KAMPEN PRIME RATE INCOME TRUST,

                                      BY:   Van Kampen Investment Advisory Corp.

                                           by  /s/ Darvin D. Pierce
                                               ---------------------------------
                                               Name:    Darvin D. Pierce
                                               Title:   Vice President






<PAGE>   9
                                                                               9



                                       VAN KAMPEN SENIOR FLOATING RATE
                                       FUND,

                                       BY:  Van Kampen Investment Advisory Corp.

                                            by  /s/ Darvin D. Pierce
                                                --------------------------------
                                                Name:    Darvin D. Pierce
                                                Title:   Vice President

                                       VAN KAMPEN SENIOR INCOME TRUST,

                                       BY:  Van Kampen Investment Advisory Corp.

                                            by  /s/ Darvin D. Pierce
                                                --------------------------------
                                                Name:    Darvin D. Pierce
                                                Title:   Vice President